THIRDAMENDMENT TO LEASEAGREEMENT

1. Definitions.  The Lease is hereby modified as provided below.  All capitalized terms used in this Amendment which are not defined herein shall have the meanings ascribed to such terms in the Lease.  All references in the Lease, or in this Amendment to “the Lease” or “this Lease” shall be deemed references to the Lease as amended by the First Amendment, the Second Amendment and this Amendment.

2. Expansion.  Effective on December 15, 2004 (the “Expansion Date”), the Existing Premises shall be expanded to include the space consisting of approximately 13,317 square feet of Rentable Area located on the tenth (10th) floor of the Building as outlined on the floor plan attached hereto and made a part hereof as Exhibit “A” and identified thereon as the “Expansion Space” (hereinafter referred to as the “Expansion Space”).  From and after the Expansion Date, the term “Premises” shall include the Expansion Space, the term “Rentable Area of the Premises,” as defined in Paragraph 1.5 of the Lease, shall mean 91,022 square feet, and “Tenant's Percentage Share”, as defined in Paragraph 1.7(b) of the Lease, to be used with respect to the Expansion Space (based on the Rentable Area of the Building for this purpose being 227,157 square feet) shall be 5.8625%.

(a) Existing Premises. Base Rental for the Existing Premises, and all other sums due Landlord under the Lease, shall continue to be payable as provided in the Lease.  The parties hereto acknowledge that Base Rental of the Existing Premises, including the 3,872 square feet added pursuant to the Second Amendment, is and shall be calculated in accordance with Paragraph 3 of the Special Stipulations to the Lease which is attached to and made a part of the First Amendment.  In confirmation of the foregoing, the parties acknowledge that Base Rental due and payable during the remainder of the Lease Term for the Existing Premises (77,705 square feet) is as follows for the period of time indicated:

(b) Expansion Space.  From and after the Expansion Date and continuing for the balance of the Lease Term for the Expansion Space, Tenant shall pay annual Base Rental for the Expansion Space as follows for the period of time indicated:

4. Must-Take Expansion Space.  Effective on December 1, 2005 (the "Must-Take Expansion Date"), the Premises shall be further expanded to include the space consisting of approximately 4,496 square feet of Rentable Area located on the tenth (10th) floor of the Building, as outlined on Exhibit “A” hereto and identified thereon as the "Must-Take Expansion Space" (herein referred to as the “Must-Take Expansion Space”).  From and after the Must-Take Expansion Date, the term “Premises” shall include the Must-Take Expansion Space, the term “Rentable Area of the Premises”, as defined in Paragraph 1.5 of the Lease, shall mean 95,518 square feet and “Tenant’s Percentage Share” to be used in connection with the Must-Take Expansion Space (based on the Rentable Area of the Building for this purpose being 227,157 square feet) shall be 1.9792%.  From and after the Must-Take Expansion Date and continuing for the balance of the Lease Term for the Must-Take Expansion Space, Tenant shall pay annual Base Rental for the Must-Take Expansion Space as follows for the period of time indicated:

5. Tenant Improvements.  Tenant takes and accepts the Expansion Space and the Must-Take Expansion Space from Landlord in the present as-is condition and as suited for the use intended by Tenant, except for such improvements as may be expressly provided for in the Tenant Improvement Agreement attached hereto and made a part hereof as Exhibit “B.”  If, for any reason whatsoever, the “Tenant Improvements,” as defined in the Tenant Improvement Agreement, to be completed in the Expansion Space are not substantially completed by December 15, 2004, the Lease (including this Amendment) shall not be void or voidable, and Landlord shall not be liable to Tenant for any resulting loss or damages resulting therefrom.  No delay in delivery of the Tenant Improvements to be completed in the Expansion Space and the Must-Take Expansion Space shall operate to relieve Tenant of Tenant’s obligations (including the obligation to pay Base Rental and additional rent under the Lease) to Landlord as provided in the Lease, the Expansion Date and the Must-Take Expansion Date as defined in this Amendment, and the Expiration Date, as defined in the Lease, shall not be postponed; provided, however, that in the event the Tenant Improvements to be completed in the Expansion Space are not substantially completed by December 15, 2004, and Tenant has not taken delivery or otherwise occupied the Expansion Space, the Base Rental payable with respect to the Expansion Space shall abate until said Tenant Improvements are substantially complete or Tenant takes delivery or otherwise occupies the Expansion Space, whichever occurs first.  Notwithstanding the foregoing, Tenant shall not be entitled to any such rent abatement if and to the extent the delay in completing the Tenant Improvements is attributable to Tenant, its employees or agents (including Tenant’s architect, if any) or any such party’s failure to comply with the provisions hereof.

6. Signage.  Provided Tenant is not in default under the Lease, Landlord shall provide, at Landlord’s expense, in a location determined by Landlord (but, in any event, at or near the top of the Building and on the south façade thereof), additional non-exclusive building signage identifying Tenant’s name, such signage to be installed by Landlord no later than December 1, 2005.  It shall be a condition to Landlord’s obligation to provide such signage, that such signage meet all applicable governmental rules, codes and regulations.  Such signage shall be consistent with Parkway Center’s signage requirements and shall be subject to Landlord’s prior approval as to size, design and other features.  Landlord shall have the right, at its expense, to relocate such building signage from time to time.  The aforesaid building signage rights are personal to Tenant and may not be assigned and shall automatically terminate upon (i) any

7. Excused Rent.  Provided Tenant is not then in default under this Lease, Landlord shall conditionally excuse, on a monthly basis, the payment of all of the Base Rental due with respect to 888 square feet of Rentable Area within the Expansion Space for the twelve (12) month period commencing on the Expansion Date  and ending twelve (12) months thereafter (the “Excused Rent”) (the aggregate amount of such Base Rental being $17,893.00 for said twelve (12) month period and the monthly amount to be excused being $1,491.08).  In the event the Expansion Date shall occur on any day other than the first day of the month, then the end of such twelve (12) month period shall be the same day of the twelfth (12th) calendar month immediately following the month in which the Expansion Date occurs.  Upon any default by Tenant of any of its obligations under this Lease which require the payment of money or a default by Tenant under Paragraph 3.1 of the Lease (any such default is hereinafter referred to an “Excused Rent Default”), the foregoing provision pertaining to the excuse of payment by Landlord of any Excused Rent shall have no further force and effect and all of such Excused Rent which has been excused for periods prior to the date the Excused Rent Default occurs shall immediately thereafter become due and payable to Landlord in full and thereafter there shall be no further Excused Rent.  Landlord shall waive any rights to payment of Excused Rent if no Excused Rent Default has occurred as of the Expiration Date of this Lease.  This Paragraph shall not be deemed to excuse payment of any additional rent or other charges due under this Lease except for the payment of Base Rental payable for the specific periods and in the specific amounts hereinabove described.

8. Broker.  Tenant represents and warrants to Landlord that (except with respect to The Eidson Group, LLC who has represented Tenant and whose commission is to be paid by Landlord pursuant to separate Amendment) no broker, agent, commissioned salesman, or other person has represented Tenant in the negotiations for and procurement of this Amendment and that no commissions, fees, or compensation of any kind are due and payable in connection herewith to any broker, agent, commissioned salesman, or other person.  With respect to the broker(s) or other person(s) or firm(s) excluded above from Tenant’s representation and warranty of no broker, Landlord agrees to pay to such broker all commissions, fees, or compensation of any kind which are due and payable to such broker in connection with this Amendment.  Tenant agrees to indemnify and hold Landlord harmless from any and all claims, suits, or judgments (including, without limitation, reasonable attorneys’ fees and court costs incurred in connection with any such claims, suits, or judgments) for any fees, commissions or compensation of any kind which arise out of or are in any way connected with any claimed agency relationship with Tenant.  

9. Miscellaneous.  Tenant acknowledges that it is in possession of the Existing Premises demised under the Lease and acknowledges that all work to be performed by Landlord in the Existing Premises as required by the terms of the Lease has been satisfactorily completed.  Tenant further certifies to Landlord that all conditions of the Lease required of Landlord as of this date have been fulfilled and there are no defenses or setoffs against the enforcement of the Lease by Landlord.  Except as expressly modified herein, the Lease shall remain in full force and effect.  Landlord and Tenant do hereby ratify and confirm the terms and conditions of the Lease, as amended by the First Amendment, the Second Amendment and this Amendment.  In the event of any conflict between the terms of this Amendment and the terms of the Lease, as previously amended, the terms of this Amendment shall govern and control.  Anything to the contrary to this Amendment or the Lease, as previously amended, notwithstanding, the provisions of Paragraph 4.2 of the original Lease pertaining to Base Rental adjustment during the Lease Term shall   not  apply  with  respect  to  the  calculation  of  Base  Rental  with  respect  to the Existing

(a) Tenant desires that Landlord use Landlord’s Architect to prepare final working drawings, specifications, finish schedules, and the like necessary to commence construction of the Tenant Improvements.  Landlord shall pay the cost of preparing the original space plan submitted to Tenant for its approval, plus up to two revisions to same, but not any further revisions or supplements to same, which costs shall be part of Tenant’s Costs under Section 3.03, below.  The cost of preparing the Construction Drawings, including any revisions to same (except as provided in Section 3.03(c)), and fees for construction management engaged by Landlord shall be paid by Landlord and shall be a part of the Tenant Improvement Costs (as defined below).  Further, all costs associated with the design, manufacture and installation of the sign to be installed on the Building as contemplated by Paragraph 6 of the Third Amendment shall be paid by Landlord and shall be a part of the Tenant Improvement Costs (as defined below).  Landlord and Tenant shall cooperate with Landlord’s Architect in the prompt preparation of the Construction Drawings.

(b) As soon as reasonably possible following the execution and delivery of the Third Amendment by Tenant, Landlord shall cause Landlord’s Architect to prepare the Construction Drawings.  During the preparation of the Construction Drawings, Tenant shall supply Landlord’s Architect, within two (2) business days following written request therefor, with any information necessary for the completion of the Construction Drawings.  Upon completion of the Construction Drawings, Landlord shall deliver the Construction Drawings to Tenant for approval, which approval may not be withheld by Tenant so long as the Construction Drawings are substantially in accordance with the Space Plan.  Tenant’s approval or disapproval must be provided, in writing, within three (3) business days of Tenant’s receipt of the Construction Drawings.  If Tenant validly disapproves the Construction Drawings, Landlord will cause Landlord’s Architect to revise the Construction Drawings and will resubmit the Construction Drawings to Tenant for approval or disapproval, which must be provided by Tenant within two (2) business days.  If Landlord and Tenant have a dispute about whether the Construction Documents are substantially in accordance with the Space Plan, the parties agree to submit the dispute to an independent third-party architect for resolution.  The parties agree that the decision of the third-party architect shall be final and binding on the parties.

(c) On or before the seventh (7th) business day following Tenant’s receipt of the Construction Drawings, Landlord shall obtain from Landlord’s contractor (“Landlord’s Contractor”) a price schedule for the Tenant Improvements and shall submit the same to Tenant for its approval.  Tenant shall have three (3) business days to approve or disapprove such price schedule and failure to respond within such period shall be deemed Tenant’s approval of same.  If Tenant disapproves such price schedule, Tenant agrees to work promptly with Landlord’s Architect and Landlord’s Contractor to alter the Construction Drawings as necessary to cause the price quotation based thereon to be acceptable to Tenant.  The aggregate cost for the Tenant Improvements, once approved by Tenant, shall hereinafter be referred to as “Tenant Improvement Costs.”  Upon approval of said price schedule by Tenant, Tenant shall be deemed to have given final approval to the Construction Drawings and Landlord shall be deemed to have been authorized to proceed, through Landlord’s Contractor, with the work of constructing and installing the Tenant Improvements in accordance with the Drawings and Specifications.

All work in or about the Expansion Space which is not within the scope of the work necessary to construct and install the Tenant Improvements, such as delivering and installing furniture, telephone equipment, and wiring, and office equipment and computer wiring, shall be furnished and installed by Tenant entirely at Tenant’s expense.  Tenant shall adopt a schedule for performing such additional work consistent with the schedule of Landlord’s Contractor and shall see that such work is conducted in such a manner as to maintain harmonious labor relations and as not to interfere unreasonably with or to delay the work of constructing or installing the Tenant Improvements.  Landlord shall give access and entry to the Expansion Space to Tenant and its contract parties performing such additional work and reasonable opportunity and time to enable Tenant and such contract parties to perform and complete such work.  All of such additional work and Tenant’s use (and the use by its contract parties) of the Expansion Space for such purposes shall be entirely in accordance with the Lease, including without limitation this Agreement.